Charter plc - Trading update and Placing

Trading update and Placing

27/04/2005

Charter plc ("Charter" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Trading update and Placing

Trading update

On 23 March 2005, Charter announced its preliminary results for the year ended 31 December 2004. These showed adjusted operating profit on continuing operations up 81% to £54.3 million and profit before tax, goodwill and exceptional items increased to £43.3 million (2003: £23.3 million). Profit before tax was £28.1 million (2003: £3.8 million). Adjusted EPS increased 62% to 16.0p.

At that time, the Directors stated that, in the light of the 2004 results, trading to date and the incremental restructuring benefits expected this year, the Board viewed the outlook for 2005 with confidence.

Charter is pleased to announce that the trading performance for the first quarter was ahead of the Directors' expectations and the Board continues to view the Group's prospects with confidence.

Placing of 7,531,800 new ordinary shares

Charter announces that it is today placing 7,531,800 new ordinary shares of two pence per share ("Placing Shares"), which represents approximately 5 per cent. of the current issued ordinary share capital of the Company (the "Placing"). The Placing, which has been fully underwritten by Hoare Govett Limited ("Hoare Govett"), will be the subject of an accelerated bookbuild. Charter intends to utilise the proceeds from the Placing for general corporate purposes.

The books will open with immediate effect. The books are expected to close today, 27 April 2005 and pricing and allocations are expected to be announced by 6.00 p.m. today, 27 April 2005. The timing of the closing of the books, pricing and allocations may be accelerated at the absolute discretion of Hoare Govett. The Placing Price in respect of the Placing Shares (the "Placing Price") will be determined by Hoare Govett, after consultation with the Company, at the close of the bookbuilding process. Details of the Placing Price will be announced by the Company as soon as practicable after the close of the bookbuilding process.

The Placing is conditional on, inter alia, the admission of the Placing Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities ("Admission") becoming effective by not later than 8.00 a.m. on 12 May 2005. Applications will be made to the UK Listing Authority and to the London Stock Exchange for Admission. It is expected that Admission will become effective and dealings in the Placing Shares on the London Stock Exchange will commence on 3 May 2005.

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with Charter's existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this Announcement. This Announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.

Hoare Govett, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Charter and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Hoare Govett or for providing advice in relation to the Placing or any transaction or arrangement referred to herein.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The information contained in this Announcement is not for release, publication or distribution, directly or indirectly, to persons in the United States. This Announcement is not an offer of securities for sale into the United States. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold, directly or indirectly, in the United States absent registration or an exemption from registration. There will be no public offering of securities in the United States. The Placing Shares have not been and will not be registered with any regulatory authority of any state within the United States.

Placing contacts at Hoare Govett

Corporate broking

Andrew Chapman/Andrew Foster/Bertie Whitehead +44 20 7678 8000

Equity syndication

John MacGowan +44 20 7678 1084

APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

Eligible Participants in the Bookbuilding Process

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY TO PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) (THE "ORDER") OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(1) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN CHARTER PLC (THE "COMPANY"). THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR AS A PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE ABSENT REGISTRATION.

Persons who are invited to and who choose to participate in the Placing (including individuals, funds or others) ("Placees") by making an oral offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be making such offer on the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.

In particular, each Placee represents, warrants and acknowledges that it:

is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purpose of its business; and
is outside the United States and is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act).

This Announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for ordinary shares in the capital of the Company in the United States, Canada, Japan or Australia or in any other jurisdiction in which such offer or solicitation is or may be unlawful and the information contained herein is not for publication or distribution to persons in the United States, Canada, Japan or Australia or any jurisdiction in which such publication or distribution is unlawful. Persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Placing, and by so doing may invalidate any related purported application for Placing Shares. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and, subject to certain exceptions from the appropriate requirements of such jurisdiction, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S within the meaning of the Securities Act). No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in reliance on Regulation S. Until the expiration of 40 days after the closing of the Placing, an offer or sale of the Placing Shares sold in reliance upon Regulation S within the United States or to, or for the account or benefit of, US persons may violate the registration requirements of the Securities Act.

The distribution of this Announcement (including this Appendix) and the Placing and/or issue of ordinary shares of two pence each in the capital of the Company ("Ordinary Shares") in certain other jurisdictions may be restricted by law. No action has been taken by the Company or Hoare Govett that would permit an offer of Ordinary Shares or possession or distribution of this Announcement (including this Appendix) or any other offering or publicity material relating to such Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including this Appendix) comes are required by the Company and Hoare Govett to inform themselves about and to observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

Hoare Govett has entered into a placing agreement (the "Placing Agreement") with the Company whereby Hoare Govett has, on the terms and subject to the conditions set out therein, agreed to use its reasonable endeavours as agent for and on behalf of the Company to procure Placees for the Placing Shares and, failing which, to subscribe itself for Placing Shares.

The Placing Shares will when issued be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for listing and admission to trading

Application will be made to the UK Listing Authority (the "UKLA") for admission of the Placing Shares to the Official List of the UKLA and to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on the London Stock Exchange's market for listed securities (together "Admission"). It is expected that Admission will take place and dealings in the Placing Shares will commence on 3 May 2005.

Bookbuilding process

Commencing today, Hoare Govett is conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of their agreement to subscribe for any Placing Shares.

Hoare Govett will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, in its sole discretion, determine. To the fullest extent permissible by law, neither Hoare Govett nor any holding company thereof, nor any subsidiary, branch or affiliate of Hoare Govett or any such holding company (each an "Affiliate") nor the Company nor any subsidiary or affiliate of the Company shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Hoare Govett nor any Affiliate thereof shall have any liability in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Hoare Govett may determine.

Participation in, and principal terms of, the Bookbuilding Process

By participating in the Bookbuilding Process and the Placing, Placees will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. A further announcement will be made following the close of the Bookbuilding Process detailing the Placing Price (as defined below) (the "Pricing Announcement").

Hoare Govett (whether through itself or its Affiliates) is arranging the Placing as an agent of the Company.

Hoare Govett and its Affiliates are entitled to participate as principal in the Bookbuilding Process.

The Bookbuilding Process will establish a single price (the "Placing Price") payable to Hoare Govett by all Placees. Any discount to the market price of the Ordinary Shares of the Company will be determined in accordance with the Listing Rules as published by the UKLA pursuant to Part IV of the Financial Services and Markets Act 2000 (the "FSMA").

The Bookbuilding Process is expected to close no later than 6.00 p.m. London time today, 27 April 2005, but may be closed earlier at the sole discretion of Hoare Govett. Hoare Govett may, at its sole discretion, accept bids that are received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will not be capable of variation or revocation after the close of the Bookbuilding Process.

A person who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at ABN AMRO Bank N.V. (London branch) or John MacGowan at Hoare Govett on +44 20 7678 1084. If successful, an allocation will be confirmed orally to such person following the close of the Bookbuilding Process, and a conditional contract note will be dispatched as soon as possible thereafter. Hoare Govett's oral confirmation will constitute a legally binding commitment upon such person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to that Placee at the Placing Price set out in the Pricing Announcement and otherwise on the terms and conditions set out in this Appendix and in accordance with the Company's memorandum and articles of association.

Each Placee's obligations will be owed to the Company and to Hoare Govett through whom such Placee submitted its bid. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Hoare Govett, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for.

All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

The Placing is conditional on the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. The obligations of Hoare Govett under the Placing Agreement are conditional, inter alia, upon:

the Pricing Announcement being published through a Regulatory Information Service by not later than 6:00 p.m. today, 27 April 2005; and
Admission taking place.

If (a) any of the conditions contained in the Placing Agreement is not fulfilled or waived by Hoare Govett by the respective time or date where specified (or such later time or date as Hoare Govett and the Company may agree but not later than 8.00 a.m. on 12 May 2005) or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and will not be capable of rescission or termination by it.

Hoare Govett may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with, or extend the time and/or date for fulfilment by the Company of, the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that condition (b) above will not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Hoare Govett and the Company shall have no liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision Hoare Govett may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally.

Right to terminate under the Placing Agreement

Hoare Govett may, at any time before Admission, terminate the Placing Agreement in accordance with the terms of the Placing Agreement by giving notice to the Company in certain circumstances, including circumstances of force majeure or material adverse changes in financial markets, as more particularly described in the Placing Agreement.

If the obligations of Hoare Govett under the Placing Agreement are terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement (including this Appendix) shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing each Placee agrees with Hoare Govett that the exercise by Hoare Govett of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Hoare Govett and that Hoare Govett need not make any reference to any such Placee and that Hoare Govett shall have no liability whatsoever to any such Placee (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the exercise of such rights.

No Prospectus

No offering document, prospectus or listing particulars has been or will be submitted to be approved by the UKLA or filed with the Registrar of Companies in England and Wales in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and any Exchange Information (as referred to in paragraph 4 below under "Representations and Warranties"). Each Placee, by accepting a participation in the Placing, agrees and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Hoare Govett or the Company and neither the Company nor Hoare Govett will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0001882637) following Admission will take place within the CREST system, subject to certain exceptions. Hoare Govett reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement (including this Appendix) or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Hoare Govett and settlement instructions. ABN AMRO Bank N.V. is acting as Hoare Govett's settlement agent and Placees should settle against CREST ID: 521. It is expected that such trade confirmation will be despatched today, 27 April 2005 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Hoare Govett.

It is expected that settlement will be on Tuesday, 3 May 2005 on a T+3 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Hoare Govett may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Hoare Govett's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below (and in particular subject to paragraph 15 below), be so registered free from any liability to UK stamp duty or stamp duty reserve tax. No Placee (or any nominee or other agent acting on behalf of a Placee) will be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Bookbuilding Process each Placee (and any person acting on such Placee's behalf):

represents and warrants that it has read this Announcement (including this Appendix) in its entirety;
represents and warrants that it has received this Announcement (including this Appendix) solely for its use and has not redistributed or duplicated it;
represents and warrants that it has not received a prospectus, listing particulars or other offering document in connection with the Placing and acknowledges that no prospectus, listing particulars or other offering document has been prepared in connection with the Placing;
acknowledges that the ordinary shares of the Company, nominal value two pence each are listed on the Official List of the UKLA, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the UKLA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years;
acknowledges that neither of Hoare Govett nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates nor the Company and its affiliates has provided, and will not provide it with any material regarding the Placing Shares or the Company other than this Announcement (including this Appendix); nor has it requested Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare Govett or any of its Affiliates to provide it with any such information;
acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither Hoare Govett, nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement (including this Appendix) or otherwise. Each Placee represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare Govett or its Affiliates may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare Govett or its Affiliates and understands that neither Hoare Govett, nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates: (i) has or shall have any liability for public information or any representation; (ii) has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of the announcement or otherwise; and (iii) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of the announcement or otherwise;
represents and warrants that it, or the beneficial owner, as applicable, is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it, or the beneficial owner, as applicable, and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents in either case which may be required thereunder and complied with all necessary formalities;
represents and warrants that it has the power and authority to carry on the activities in which it is engaged, to subscribe for the Placing Shares and to execute and deliver all documents necessary for such subscription;
represents and warrants that it will be the beneficial owner of such Placing Shares and that the beneficial owner of such Placing Shares will not at the time the Placing Shares are acquired be a resident of Australia, Canada or Japan;
acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any of the States of the United States, or under the securities legislation of Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
represents and warrants that it is not a resident of or located in the United States and is purchasing the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act;
acknowledges (and confirms that each beneficial owner of the Placing Shares has been advised) that the Placing Shares have not been and will not be registered under the Securities Act or under any applicable state securities laws, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;
represents and warrants that if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;
represents and warrants that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being subscribed for by it in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;
represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
represents and warrants that it and any person acting on its behalf is a person falling within Article 19(1) and/or 49(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended, and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended or the FSMA;
represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
represents and warrants that it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to participating in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consent and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations;
undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Hoare Govett may in its sole discretion determine and without liability to such Placee;
acknowledges that neither Hoare Govett, nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of Hoare Govett's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
undertakes that the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Hoare Govett nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Hoare Govett in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of ABN AMRO Bank N.V. (London branch) (CREST ID: 521) who will hold them as nominee for the subscribers of such shares until settlement in accordance with its standing settlement instructions;
acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in all respects in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Hoare Govett in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
acknowledges that Hoare Govett may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so;
agrees that the Company, Hoare Govett and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Hoare Govett on its own behalf and on behalf of the Company and are irrevocable; and
agrees to indemnify and hold the Company and Hoare Govett harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty reserve tax, for which neither the Company nor Hoare Govett will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Hoare Govett in the event that any of the Company and/or Hoare Govett has incurred any such liability to UK stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable to pay any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them for any Placing Shares or the agreement by them to subscribe for any Placing Shares.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. Hoare Govett shall notify the Placees and any person acting on behalf of the Placees of any changes.

This Announcement (including this Appendix) has been issued by the Company and is the sole responsibility of the Company.

Hoare Govett, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and for no one else solely in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Hoare Govett or for providing advice in relation the Placing.

When a Placee or person acting on behalf of the Placee is dealing with Hoare Govett, any money held in an account with Hoare Govett on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the Financial Services Authority made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Hoare Govett's money in accordance with the client money rules and will be used by Hoare Govett in the course of its own business; and the Placee will rank only as a general creditor of Hoare Govett.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The information contained in this Announcement (including this Appendix) is not for release, publication or distribution, directly or indirectly, to persons in the United States. This Announcement (including this Appendix) is not an offer of securities for sale into the United States. The Placing Shares have not been and will not be registered under the Securities Act and may not be offered or sold, directly or indirectly, in the United States absent registration or an exemption from registration. There will be no public offering of securities in the United States. The Placing Shares have not been and will not be registered with any regulatory authority of any state within the United States.